Terms & Conditions for Trade Buyers
This page tells you the terms and conditions on which we will supply you with the products detailed on our website at www.portacoolers.co.uk (the Company’s Website). Please read these conditions carefully prior to ordering any of our products and we advise you to print a copy of these conditions for future reference. By ordering from the Company’s Website you agree to be bound by these conditions including the terms of any other hyper-linked sections.
1.1 In these conditions (unless the context otherwise requires):
Buyer shall mean the corporate entity firm or person that places an order with the Company
Company shall mean PremiAir HVAC Limited with company number 11302824 and with a registered office at Office 11, Consett Innovation Centre, Genesis Way, Consett, Durham, DH8 5XP and whose VAT registration number is 297656243.
Contract shall mean any contract for the sale and purchase of the Goods made between the Company and the Buyer
Goods shall mean the products, articles or things (or any instalment or part of them) to be supplied by the Company to the Buyer pursuant to the Contract
Insolvency Event shall mean:
(a) (where the Buyer is a company) the Buyer convenes a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the Buyer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or a trustee, receiver, administrative receiver or a similar officer is appointed in respect of all or a part of the business or assets of the Buyer or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Buyer or for the making of an administration order
(b) (where the Buyer is an individual or partnership) the Buyer (or in the case of a partnership any of the partners) dies or is made bankrupt or is unable to pay his or her debts within the meaning of Section 123 of the Insolvency Act 1986 or a proposal is made for a composition scheme or an arrangement is made with (or an assignment for the benefit of) his or her creditors Territory shall have the meaning as set out in condition 3.1.
1.2 The headings to the conditions are intended for reference only and shall not affect the construction or interpretation of these conditions.
1.3 The use of the plural shall include the singular and the use of the singular shall include the plural, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa.
1.4 A reference to a statute or statutory provision shall mean that statute or statutory provision as from time to time modified or consolidated, superseded, re-enacted or replaced.
1.5 In these conditions, the words “other”, “includes”, “including” “for example” and “in particular” do not limit the generality of any preceding words.
2 Information about the Company
2.1 The Company’s Website is owned and operated by the Company and the Company’s contact details are:
(a) PremiAir HVAC Limited, Office 11, Consett Innovation Centre, Genesis Way, Consett, Durham, DH8 5XP;
(b) Email: email@example.com or firstname.lastname@example.org
(c) Contact telephone number: 0191 267 9100
3 Status of the Buyer
3.1 The Company’s Website is only intended for use by Buyers registered in or resident in the United Kingdom (the Territory) and the Company does not accept orders from any Buyer outside of the Territory.
3.2 In placing an order with the Company, the Buyer warrants that:
(a) it is registered in, or is a resident of, the Territory and that it has the necessary permission, capacity and authority to enter into this Contract;
(b) it is accessing the Company’s Website from within the Territory; and
(c) it is legally capable of entering into binding contracts.
4 The Contract
4.1 Except where otherwise agreed in writing by the Company these conditions shall be incorporated into each and every Contract made between the Company and the Buyer and shall apply to the Contract to the exclusion of any other terms or conditions put forward by or on behalf of the Buyer, whether oral or written (including any conditions the Buyer purports to apply) or which are implied by customs, practice or law.
4.2 All quotations and estimates provided by the Company (whether written or oral) shall not be construed as an offer but shall be an invitation to treat for the Buyer to make an offer to the Company to purchase the Goods.
4.3 Once the Buyer has chosen the Goods it wishes to purchase from the Company’s Website the Buyer will select to have the Goods delivered or to reserve and collect the Goods from the Company Offices. The Buyer shall be responsible for ensuring the accuracy of any order. Following any order being placed by the Buyer the Company will send an e-mail acknowledging that such order has been received. This e-mail does not constitute an acceptance of the Buyer’s order and all orders are subject to acceptance by the Company in accordance with conditions 4.4 (in the case of Goods for delivery) and 4.5 (in the case of Goods for collection) below. The Company reserves the right to reject an order for any reason.
4.4 In the case of Goods for delivery, the Company will contact the Buyer to confirm a convenient delivery time and date. The Company is not able to process or deliver orders on UK Bank Holidays, Saturdays and Sundays and days designated for Company stock take. Acceptance of an order and the completion of the Contract between the Company and the Buyer will take place on despatch to the Buyer of the Goods unless the Company has notified the Buyer that the Company does not accept the Buyer’s order or the Buyer has cancelled it. Please refer to Returns and Refunds Condition below.
4.5 In the case of orders for collection by the Buyer, the Company will contact the Buyer to confirm when the Goods are available for collection. The Goods will be reserved for 5 (five) working days from the date on which all Goods subject to the Contract become available for collection and if the Buyer has not collected the Goods by the expiry of this period the Company shall treat such order as cancelled. Collection of the Goods and receipt of payment in full (or charge to the Buyer’s trade account where applicable) will be deemed to be the point at which a Contract is entered into and becomes legally binding in the case of orders for collection.
4.6 The Company will contact the Buyer if any items within an order are “non-stocked” items or “supplier delivered” items (“Special Order Goods”). Special Order Goods will also include any items which are made to the Buyer’s specification or clearly personalised. Special Order Goods are non-returnable other than if faulty (see Returns/ Refunds condition below).
4.7 All orders are subject to stock availability. If the Company is unable to supply any products that the Buyer has ordered, the Company will inform the Buyer as soon as possible. In the event that an out-of stock product is part of any order and the Company cannot contact the Buyer, the Company will send what Goods it has in stock, refunding the purchase price of any unavailable Goods where payment has already been made.
4.8 All samples, statements, specifications, drawings, information, warranties, conditions and particulars of weights, dimensions and performance issued by the Company are approximate and for guidance purposes only and any reference to them is not intended to form the basis of any Contract.
5 Time Limits
5.1 Any time or date quoted by the Company for delivery or availability for collection of all or any of the Goods is an estimate only, and the Company shall not be liable for any failure to meet any such estimate nor for any loss, whether financial or otherwise resulting directly or indirectly therefrom. Time is not and shall not be of the essence in relation to this condition or the performance by the Company of its obligations under the Contract.
5.2 The Company strongly recommends that the Buyer does not book fitters or tradesmen until the Goods have actually been delivered and checked by the Buyer.
6 Collection and Delivery
6.1 The Buyer shall confirm during the ordering process if the Goods shall be delivered or collected from the Company’s premises.
6.2 The Website is only for delivery of products to customers in United Kingdom, Channel Islands, Isle of Man, and Scottish Islands. Additional delivery charges may be applicable for certain Goods or for deliveries to certain locations within the Territory. Such charges shall be notified to the Buyer before the Goods are supplied.
6.3 The Company will deliver the Goods to the address specified for delivery by the Buyer in the order. It is important that this address is accurate.
6.4 When a delivery date has been arranged, the Buyer must ensure that the Buyer or an approved agent is available at the address to accept the delivery. All deliveries must be received and signed for by a person over the age of 18.
6.5 The Company will always endeavour to make one single delivery to the Buyer wherever possible to minimise any inconvenience. This means that when an order contains a mix of products with different delivery lead times, the longest lead time will apply to the whole order. This is save where the Buyer has specified that it will accept multiple consignments during the order process on the Website. The Company reserves the right to deliver by way of instalments.
6.6 If the Company is unable to effect delivery on arrival at the Buyer’s premises for any reason whatsoever, an additional charge for any return or subsequent visit will be made. Should no-one be available to take the redelivery the Company may cancel the order and refund the purchase price, excluding any delivery charges.
6.7 The Company will deliver to the address specified by the Buyer provided that there is a suitable road to the point where delivery is requested. If no such road exists, delivery will be made to the nearest point at which, in the driver’s opinion, the vehicle can safely and lawfully unload. The Buyer shall be responsible for unloading the Goods and shall provide all necessary labour and equipment.
7 Loss or Damage in Transit
7.1 The Buyer is under a duty wherever possible to examine the Goods on delivery or on collection (as the case may be).
7.2 Where the Goods cannot be examined the carrier’s note or such other note (as the case may be) shall be marked by the Buyer at the time of delivery “not examined”.
7.3 The Company shall be under no liability whatsoever for any defects or shortages as aforesaid unless notified in writing of the details within 48 hours following despatch or collection by the Buyer or its agent.
7.4 In all cases where defects or shortages are complained of, the Company shall be under no liability to the Buyer in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company by giving at least 48 hours notice in writing before any use is made thereof or any alteration or modification is made thereto by the Buyer.
7.5 The Company shall make good any defects or shortages in accordance with the terms of this condition but otherwise shall be under no liability whatsoever, whensoever or howsoever arising, whether by way of negligence or otherwise, for such defects or shortages (save for death or personal injury caused by the Company’s negligence).
8 Returns/ Refunds
Please refer to our separate Returns/Refunds policy
9.1 The price of the Goods and delivery charges shall be the prices given on the Company’s Website (or on the Buyer’s trade account if applicable) from time to time and as confirmed by the Company in its e-mail acknowledging that such order has been received. Such e-mail shall include any additional costs in respect of carriage, insurance and/or storage (less any discount the Company allows) effected by the Company in connection with the Buyer’s order. Additional delivery charges may be applicable for certain Goods or for deliveries to certain locations within the Territory and such charges shall be notified to the Buyer.
9.2 Prices of Goods or delivery charges are liable to change at any time, but changes will not affect orders in relation to which the Company has already contacted the Buyer to confirm the dispatch of the Goods in accordance with condition 4.4.
9.3 The Company tries to ensure that all prices in its literature or on the Company Website are accurate, however errors may occur or the price may change for reasons beyond the Company’s control. If the Company discovers an error or needs to increase the price of the Goods the Buyer has ordered, the Company will inform the Buyer as soon as possible and give the Buyer the option of either reconfirming the order at the correct price or cancelling it.
9.4 If the Company is unable to contact the Buyer pursuant to condition 9.3 it will treat the order as cancelled or where the Buyer decides to cancel the order and has already paid for the Goods, the Company will give the Buyer a full refund.
9.5 Unless otherwise expressly stated in writing, all prices are exclusive of, and therefore subject to the addition of VAT at the prevailing rate.
9.6 Except where the Buyer wishes to pay using its trade account with the Company, payment for all Goods shall be made by credit or debit card at the time the order is placed in the case of orders for Goods to be delivered, or at the time of collection in the case of orders for Goods to be collected (as the case may be). The Website will specify which cards the Company accepts from time to time. If it is not possible to obtain the full payment for the Goods from the details provided then the Contract can be cancelled by the Company and any further deliveries may be suspended.
10 Date for Payment
10.1 Where the Buyer purchases the Goods on its trade account, the Company shall raise an invoice for such Goods. The Buyer shall pay any invoice raised, in full and cleared funds, within thirty days from the date of the invoice (or where applicable in accordance with the Buyer’s trade account terms). Where payment remains outstanding beyond this date, interest will be charged at a reasonable rate, accruing pro rata on a daily basis until payment is received in full and cleared funds.
10.2 Special Order Goods will be charged immediately to the Buyer’s trade account on receipt of the Goods by the Company.
10.3 Any delay or default by the Buyer in making payment in accordance with condition 10.1 shall render all sums owing to the Company on any account whatsoever including the costs of recovery of such sums, due and payable forthwith without requirement for any notice to be given to the Buyer, and interest will be charged in accordance with condition 10.1 with immediate effect until the date of actual payment.
10.4 In the event of any dispute or claim arising in relation to the Goods, the Buyer shall remain liable to pay to the Company, in full, the price of any Goods actually delivered or collected and not the subject of any claim or dispute.
11 Disputes and Set-Off
11.1 Any liability of the Company under the Contract shall be subject to and conditional upon the due performance and observance by the Buyer of all its obligations under these conditions, and subject to these conditions, the Buyer shall not be entitled to withhold or delay payment or exercise any right of set off whatsoever and howsoever arising or arisen which might otherwise be available to it.
12.1 Risk in the Goods shall pass to the Buyer when the Goods are dispatched by the Company to or collected by the Buyer or its agent.
13.1 Notwithstanding the passing of risk under condition 12, unless and until payment shall have been made to the Company of all sums due to it under the Contract and/or under any other Contract between the Buyer and the Company on any account whatsoever, property in and beneficial title to the Goods shall remain in the Company.
13.2 The Buyer shall store the Goods separately from all other goods and products and in such a way that they can be readily identified as being the property of the Company.
13.3 Subject to conditions 13.4 and 13.5 the Buyer shall be free to sell the Goods in the ordinary course of its business on the basis that the proceeds of sale shall be transferable to the Company and pending such transfer shall be held in trust for the Company, and the Buyer shall account therefore to the Company on demand for monies outstanding under conditions 9 and 10.
13.4 The Company may at any time revoke the Buyer’s power of sale referred to in condition 13.3 by written notice to the Buyer if the Buyer shall for seven days or more be in default in the payment of any sum except for any disputed sums whatsoever due to the Company (whether in respect of the Goods or any other goods supplied by the Company or services rendered, whether or not under the Contract by the Company or for any other reason whatsoever), or immediately if any cheque or other negotiable instrument drawn or accepted by the Buyer in favour of the Company shall on presentation for payment be dishonoured or in seven days if the Company in good faith shall have doubts as to the solvency of the Buyer.
13.5 The Buyer’s power of sale referred to in condition 13.3 shall automatically cease if an Insolvency Event occurs.
13.6 Upon determination of the Buyer’s power of sale under conditions 13.4 or 13.5, the Buyer shall place the Goods at the disposal of the Company and the Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter upon any premises of the Buyer for the purpose of removing the Goods from the premises (including severance from realty where necessary).
13.7 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
14 Termination and Suspension
14.1 Without prejudice to any rights and remedies available to it, whether under the Contract or otherwise, the Company shall be entitled in its absolute discretion and upon giving to the Buyer written notice of its intention to do so, either to terminate wholly or in part the Contract and/or any other contract with the Buyer or to withhold, vary or suspend performance of all or any of its obligations under the Contract or any other Contract in any one or more of the following events:
(a) If any sum owing to the Company from the Buyer on any invoice or account whatsoever shall be unpaid after the due date for payment;
(b) If the Buyer shall refuse to take delivery or collect any of the Goods in accordance with the terms of the Contract;
(c) If an Insolvency Event occurs;
(d) If the Buyer shall commit any breach of any Contract with the Company;
(e) If the Company in good faith shall have doubts as to the solvency of the Buyer;
(f) Where it is necessary to make alternative arrangements to deal with supply shortages. In such circumstances, the Buyer’s obligation to purchase Goods hereunder shall remain binding to the extent that the Company meets the Buyer’s order; or
(g) If the Buyer shall exceed any credit limit agreed between it and the Company from time to time on any account. The Company shall be entitled to require as a condition of resuming performance under the Contract in such circumstances, the payment of such proportion of the sums or sum outstanding on any such account by the Buyer or such further sums as the Company sees fit in its absolute discretion to bring the Buyer back within its agreed credit limit.
14.2 The Company shall be entitled to exercise its rights of termination or suspension hereunder at anytime during which the event giving rise thereto shall not have ceased or been remedied, and in the circumstances of any such suspension, the Company shall be entitled to require as a condition of resuming performance under the Contract, pre-payment of or such security as it may stipulate for the payment of any sum or sums due or to become due to it. Upon any such event happening the Company shall also have a general lien over all monies and property of the Buyer in its possession for any sums due to the Company.
15 Warranty and Liability
15.1 The liability of the Company is subject to compliance by the Buyer with all the terms contained in this condition 15.
15.2 The Company shall make good any defect developing under normal use in the Goods and due solely to faulty design (except where the design is supplied by or on behalf of the Buyer), faulty materials or faulty workmanship by:
(a) reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid); or
(b) at the Company’s option by repair or replacement.
15.3 The remedies detailed in condition 15.2 above shall be available to the Buyer provided that:
(a) the Buyer shall be responsible for ensuring that Goods are fit for the purpose for which it wishes to use them and the Company gives no warranty (and none shall be implied) that the Goods are fit for any particular purpose;
(b) the defect in question shall have appeared within 12 months (or such longer time period (if any) as may be provided for in any guarantee given by or on behalf of the manufacturer of the Goods) after the Buyer shall have taken possession of the Goods and shall have been thereupon promptly notified in writing to the Company;
(c) any Goods alleged to be defective shall be stored in a safe place by the Buyer until such time as the Company authorises their disposal in writing;
(d) any Goods alleged to be defective shall, if so required by the Company, be promptly returned at the Buyer’s risk and expense to the Company’s works for inspection, and the Company shall in its reasonable opinion consider them to be defective solely by reason of faulty design materials or workmanship;
(e) no attempt shall have been made by the Buyer or by any third party to remedy any defect before, if so required by the Company, the Goods in question shall have been returned to the Company for inspection; and
(f) the Goods in question shall have been serviced and maintained properly and in accordance with the Company’s recommendations and shall not have been fitted with any parts, components or accessories other than those manufactured or recommended by the Company.
15.4 Apart from such reimbursement repair or replacement the Company, its employees and agents shall be under no liability to the Buyer or to any third party for any injury, loss or damage of any kind whatsoever, howsoever and wheresoever arising or arisen, and whether direct or indirect, including without limitation any injury, loss or damage arising out of or incidental to:
(a) any negligence of the Company or of any of its employees or agents (except insofar as such negligence may result in death or personal injury); or
(b) the Company’s performance of or failure to perform or breach of any of its obligations, whether express or implied under the Contract or otherwise; or
(c) the supply, installation, repair or maintenance of any of the Goods; or
(d) any defect in any of the Goods; or
(e) any advice given or representation made by the Company or on its behalf.
15.5 Save as set out in condition 15.1 the liability of the Company arising from all and any claims relating to any single Contract shall be limited to the higher of the price of the Goods under the Contract or such amount (less the costs of recovery incurred by the Company) as the Company receives from the manufacturer of the Goods giving rise to the claim from the Buyer.
15.6 The Company shall not be liable for any claim relating to any breach of warranty, express or implied, brought after the expiry of the period of twelve months from the date on which the Contract was made (or, in the case of Goods, after the expiry of such longer period (if any) as may be provided for by or on behalf of the manufacturer of those Goods).
15.7 The Company shall in no circumstances be liable to the Buyer for any economic loss, loss of profit, loss of business or like loss.
15.8 The terms of this condition replace all conditions, warranties, representations, statements, liabilities and other terms whatsoever implied by common law, statute or otherwise, all of which shall accordingly be excluded to the fullest extent allowed by law, and the Company shall in relation to the Goods have no obligation to the Buyer, either arising by statute or in tort or in Contract and whether arising out of any negligence of the Company or any of its employees or agents (and whether under the Contract or under any other Contract), other than the express obligations contained in these conditions or in any other document expressly incorporated in writing into the Contract. Accordingly, it shall be for the Buyer to insure against any liability arising from its use of the Goods.
15.9 The Company shall use its reasonable endeavours to transfer to the Buyer the benefit of any guarantee in respect of the Goods available from the manufacturer provided that the Company may in its discretion, elect to do so only at the cost of the Buyer.
15.10 Notwithstanding anything to the contrary herein contained the Company’s liability to the Buyer for:
(a) death or personal injury resulting from the negligence of the Company, its employees or agents;
(b) damage suffered by the Buyer as a result of a breach by the Company of the condition as to title or the warranty as to quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;
(c) fraud or fraudulent misrepresentation;
(d) damage for which the Company is liable to the Buyer under Part 1 of the Consumer Protection Act 1987; and
(e) any matter in respect of which it would be unlawful for the Company to restrict or exclude liability, shall not be limited save that nothing in this condition 15 shall confer a right or remedy upon the Buyer to which the Buyer would not otherwise be entitled.
15.11 The provisions of this condition 15 shall survive any termination of the Contract.
16.1 If any process is to be applied to the Goods by the Company in accordance with a specification or direction (as the case may be) submitted by the Buyer, the Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement or alleged infringement of any intellectual property rights of any other person which results from the Company’s use of the Buyer’s specification or from the Company complying with the Buyer’s direction as the case may be.
16.2 Where the Buyer uses the Goods:
(a) in the manufacture, supply or distribution of any other goods; or
(b) in the provision of a service then the Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in respect of such use by the Buyer arising out of the manufacture, supply or distribution of those other goods or the provision of that service.
16.3 The Buyer shall indemnify and hold harmless the Company from and against all loss, damages, costs and expenses awarded against or incurred by the Company in respect of:
(a) any liability which the Company may incur as a result of a claim against the Company by a third party under Part 1 of the Consumer Protection Act, 1987;
(b) any warranty howsoever given by the Buyer to a third party; and
(c) any loss caused by the Goods during transit.
17 Force Majeure
17.1 The Company shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of its obligations under the Contract arising wholly or in part by reason of any factor beyond its direct control.
18.1 When using the Company’s Website the Buyer accepts that communication with the Company will be mainly via electronic means. The Company will contact the Buyer by e-mail or provide the Buyer with information by posting notices on the Company’s Website. For contractual purposes, the Buyer agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that are provided electronically comply with any legal requirement that such communications be in writing. This condition does not affect the Buyer’s statutory rights.
18.2 All notices given by the Buyer to the Company must be given to the Company marked for the attention of the Sales Administrator at PremiAir HVAC Limited, Office 11, Consett Innovation Centre, Genesis Way, Consett, Durham, DH8 5XP or at email@example.com and shall quote the reference “FAO Saless”. The Company may give notice to the Buyer at either the e-mail or postal address provided when the order was placed, or in any of the ways specified in condition 18.1 above. Notice will be deemed received and properly served immediately when posted on the Company’s Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
18.3 These conditions shall not create any agency or partnership between the Company and the Buyer or any third party.
18.4 No variation or waiver of or addition to these conditions, whether written or oral, shall have effect unless and until authorised in writing by a manager of the Company.
18.5 Any part numbers provided by the Company are given as a reference only, and no inference or implication beyond that of a useful reference tool should be taken nor is intended.
18.6 A person who is not a party to the Contract shall not have any rights under or in connection with it.
18.7 The Company may assign, license or sub-contract all or any part of its rights or obligations under a Contract. This Contract is personal to the Buyer who may not assign, license or sub-contract all or any of its rights or obligations under these conditions without the Company’s prior written consent.
18.8 Any delay or failure by the Company to exercise any right or remedy in connection with these conditions shall not constitute a waiver or prevent the subsequent exercise of such rights or remedies.
18.9 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part they shall not affect the validity of the other provisions of these conditions which shall continue in full force and effect.
19 Governing Law
19.1 The Contract shall be governed and construed in accordance with English law and each of the parties hereby submit to the non-exclusive jurisdiction of the English courts to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).